Orbipay Premium Support Terms and Service Levels

Last Updated: May 25, 2025

This Alacriti Support Terms and Service Levels document is a policy governing the use of Orbipay Subscription Services.  Capitalized terms used, but not defined, are given the meaning in the Orbipay Subscription Agreement (the “Agreement”).  Alacriti reserves the right to change the terms of this document in accordance with the Agreement.

1. Service Level.  

(a) Alacriti will use commercially reasonable efforts to ensure that the Subscription Services are Available at least 99.9% of the time in each calendar month during the Term (“Service Level Target”), subject to the exclusions set forth below.  “Available” means that Client is able to access the Subscription Services.  

(b) The following are not factored into the determination of whether the Subscription Services are Available: (i) scheduled or emergency maintenance; or (ii) factors outside of Alacriti’s reasonable control, such as issues associated with Client’s data, issues associated with the public Internet, private line or VPN connection to the physical site location of the Subscription Services, systems managed by Client and third party systems that interface with the Services, and issues arising from the misuse of the Subscription Services by Client, Client’s employees, agents, or Customers (collectively, “SLA Exclusions”).  

(c) “Monthly Uptime Percentage” means the value calculated by subtracting from 100% the percentage of minutes during the month in which any of the Subscription Services were not Available, except as caused by an SLA Exclusions.  Alacriti will measure the Monthly Uptime Percentage, and will generate and make available to Client a report on a monthly basis that summarizes the Monthly Uptime Percentage.  This report will be the sole basis for measuring the Monthly Uptime Percentage.

(d) In the event that Alacriti fails to meet the Service Level Target in any calendar month, then Alacriti will credit Client’s account as follows:

The credit will be calculated against the non-variable license Fees paid by Client to Alacriti for the Subscription Services in the applicable month.  Credits have no cash value, and will be applied only towards Client’s future invoices.  To receive a credit, Client must request it in writing (email sufficing) during the calendar month immediately following the calendar month in which the events giving rise to the credit occurred.  Any credit not requested in accordance with this clause, is waived.    

In the event that Alacriti fails to meet the Service Level Target in any two (2) out of three (3) consecutive calendar months, then Client may terminate the Agreement on written notice to Alacriti, provided that such notice is given no later than thirty (30) days after the end of the second of such two months.  The remedies in this clause are the Client’s sole and exclusive remedies for failure to meet the Service Level Target.

2. Support.  

(a) During Alacriti’s Normal Support Hours (i.e., Monday through Friday, excluding holidays recognized by the Federal Reserve Bank of New York., from 9:00 am to 6:00 pm Eastern time), Alacriti shall provide Client with unlimited technical support for the Subscription Services, subject to this schedule, for the purpose of investigating and resolving Errors that have been reported by Client.  An “Error” means a failure of the Subscription Services to materially conform to the description set forth in the applicable Order, that is reproducible by Alacriti and is not caused by: modifications or damage to the Subscription Services by any person other than Alacriti or its agents, using the Subscription Services outside the scope of the license granted under the Agreement, failure of the computer hardware, the computer operating system and/or other software utilized by Client that has not been provided by Alacriti, the Subscription Services having been installed or operated in violation of Alacriti’s installation and operations instructions, including on computer hardware, or operating systems other than for which the Subscription Services were designed, or Client has failed to maintain reasonable maintenance and support processes or has failed to use updates or upgrades which have been made available to Client for use at no additional charge.

(b) Client will report Errors to Alacriti using Alacriti’s standard error reporting tool.  Alacriti will classify the Error in its reasonable discretion, using the descriptions set forth in the table below.  

1. Response Times.  Alacriti will use commercially reasonable efforts to respond by telephone, to a reported Error within the timeframes set forth in the Response Time column in the table below that corresponds to the assigned severity level.  
2. Resolution Times. Alacriti will use commercially reasonable efforts provide a resolution (via remote support, workaround, patch or other forms determined by Alacriti) to a reported Error within the timeframe set forth in the Resolution Time column in the table below that corresponds to the assigned severity level.  Alacriti is not liable for delays caused by Client (such as waiting for information reasonably requested of Client) or any other circumstances beyond Alacriti’s reasonable control. 
3. Escalation. In the event the maintenance and support obligations hereunder are not met, Client has the right to escalate an issue, per the following:
   1. Contact Alacriti’s Production Operations Manager
   2. Request that the Production Operations Manager arrange a conference call with Alacriti’s Account Manager. 

Appropriate phone numbers for the above contacts will be provided to Client upon execution of the Agreement and at any time that changes are made.

Severity Level Descriptions.

“Production is down” means that the Subscription Services are substantially inoperable and inaccessible by any one or more of Client’s end users, data is corrupted resulting in a complete halt to business operations or the Subscription Services hang indefinitely.

Response/Resolution Times.

“Business day” means Monday through Friday, excluding holidays observed by the Federal Reserve Bank of New York.  “Business hours” means the time period between 9:00 a.m. to 6:00 p.m. Eastern time on a business day.

In any month for each event that Alacriti fails to meet the Targeted Resolution Time, then Alacriti will credit 5% of the applicable monthly Subscription Fee, up to a maximum of 25% of the monthly applicable Subscription Fee.

3. Exclusions.  The obligations in this schedule are limited to the Subscription Service, and do not apply to: (a) any other Alacriti products or services, third-party products or services, or professional services such as data conversion or custom coding, new design work, software coding, or customizations; and (b) any other software or hardware that the Subscription Service may interface with, access, call, or invoke outside of the physical site location (s) of the Subscription Services.

4. Client Responsibilities.  Client, at Client’s sole expense, shall: (a) provide Alacriti such assistance, information, services and facilities as may be reasonably requested by Alacriti; (b) provide Alacriti with access to at least one named technical contact who is familiar with the technology, operations, and functionality of Client’s systems and the Services; and (c) where appropriate, help secure the assistance of any person whose relationship with Client may be contributing to an Error. Client may change technical contact upon prior notice to Alacriti.  Client acknowledges and agrees that Client is responsible, at Client’s sole expense, for the compatibility of the Subscription Services with any other hardware, application or software that the Services interface with outside of the physical site location(s) of the Subscription Services (e.g., Client’s computers used to access the Subscription Services over the Internet).

5. Reporting.  Promptly after the end of each calendar month during the Term, Alacriti shall make available to Client a report containing reasonable detail regarding when the Subscription Services were Available during such month, as well as the Errors that were reported or resolved during such month. Clients will also be provided access to a real-time dashboard with details of support issues raised and the response times.